"Because some aspects of the company's innovation program in the current rule is still in the exploration stage, the CSRC approved the reorganization of the Commission did not our current proposed solutions."
September 14, 2007, Neusoft shares (Shanghai Stock Exchange code: 600718) Conversion of merger application was not approved Neusoft Group. 15, Neusoft Group through the internal mail system "issued a letter to employees" in the words points to the application is not the whole story.
September 15, long-term follow Neusoft the Hai Tong Securities analyst Chen Mei-feng has been informed that the computer industry, the overall listing of Neusoft Group, has received approval of the SFC. But that night, Chen also told sudden issuance examination committee rejected the application is the SFC. News of the day, Neusoft shares fell 10.01%, ranking among the top one decline in the two cities.
Neusoft shares announced on January 22 this year on the Neusoft Group overall listing of specific programs, the conversion of convertible Bili of merger plan was 1:3.5, Ji 涓滃寳 Technological Industries of Universities Group Youxiangongsi Deng 10 shareholders held East Soft Group 3.5 yuan per capital contributions into a soft shareholders shares in the capital. Convertible absorption merger is completed, Neusoft shares is the surviving company, Neusoft Group canceled a legal personality all its assets and liabilities undertaking by the surviving corporation.
Although the overall listing plan rejected by the Commission, or in the internal mail Neusoft Group, said the company will continue to actively explore new models and programs.
Was determined to win
Neusoft thought almost certain.
The night of 18 January 2007, thank the media in the New Year at Neusoft Neusoft Neusoft Group and chairman Liu Jiren meaningfully shares on the "IT Times" said: "Neusoft announced today suspended Monday you have something to busy a. "
After a weekend, January 22, Neusoft Shares issued a public notice, will be convertible in the way of merger shareholder Neusoft Group, the latter to achieve the overall market. Day, Neusoft shares opened the daily limit to 26.94 yuan. In the past quarter, Neusoft price of the shares along the way from 10 yuan rose to 24 yuan. Publish the date of resumption of trading, the stock price movements of four consecutive daily limit also shows the capital market's pursuit of the program. With the day's stock price 24.49 yuan compared to the current price of the shares Neusoft has more than 40 yuan (Sept. 24 closing price), and have nearly doubled the increase.
After the semiannual reports published data indicates that many institutions are to continue to overweight Neusoft shares. Many brokerage research institutions have given their time "buy" or "strongly recommended" investment rating.
Chen Mei-feng was in its research report that the overall market performance will be significantly thicker. Yin Ming Everbright Securities is also the study report that the overall listing of Neusoft Group, the Group will achieve the integration of export and outsourcing resources, greatly enhance the profitability of listed companies. Meanwhile, the Neusoft Group is able to become the leading export of the software outsourcing industry, with good long-term growth.
Neusoft Neusoft shares also seems to think that the group's overall listing plan passed no problem, and has issued a notice of creditors to determine the cash option and other preparations for a third party notice, the program has won the Ministry of Education, the SASAC, business Department approval.
However, the Commission then failed to pass the customs.
Was not the result of
The program was eventually listed as a whole rejected the Commission, the crux of Neusoft Group Employee Stock mechanisms on the surface.
Recalled the circumstances in 2005, Neusoft Group, a staff of correspondents, said: "I thought to go back to school abroad, but if left in the Neusoft Group Employee Stock Ownership Association Shares that point, there is no." Accordingly, staff said, Neusoft Group then began to plan the overall market. He apparently did not last two years, in vain, if the overall market success of Neusoft, he will become a millionaire overnight. Therefore, the overall number of public employees has become a dream of Neusoft Group to do.
ESOP is in a golden handcuffs Neusoft retain talent. January 22 this year, Liu Jiren said in an interview, Neusoft Neusoft Group employee stock ownership is the second shareholder, holding approximately 23.42%.
Convertible absorption in accordance with the proposed merger: Neusoft share price of 24.49 yuan convertible (18-day closing price), Neusoft Group's convertible price is 7.00 yuan exchange ratio of 1:3.5, Neusoft Group 10 Click the proportion of shareholders will be replaced by Neusoft shareholders. Neusoft Neusoft Group currently holds 50.30% shares of the equity market integration, the Neusoft Neusoft ESOP will hold shares of approximately 11.8% of new equity.
Those of securities, issuance examination committee, as a division of China Securities Regulatory Commission, whose members in addition to the Commission staff, there are law academics, experts in economic circles, some experts would likely veto Neusoft program. Because the A shares in the ownership structure of listed companies, listed companies is currently no way similar to Neusoft Group held by the trust on behalf of the employee stock ownership structure.
Neusoft Group of trade unions in trust held by Warburg Trust on behalf of the 23.42% stake in Neusoft Group, if the overall market programs were implemented, the Warburg Trust will hold a 17.17% stake in listed companies, these shares was to the east, led by Liu Jiren Soft employees hold. Neusoft shares on February 16 issued a notice shows that more than 2,500 employees held the shares.
To September 14 before the 50.87 yuan Neusoft suspension design, Neusoft Neusoft Group assets into shares, Neusoft will be the total capital stock to 2.8 billion shares now expanded to more than 500 million shares, the market value of more than 25 billion yuan Neusoft, Staff will be more than 4.3 billion yuan worth. Among them, Liu Jiren personal worth to more than 140 million yuan, the company net worth of the top 10 executives more than 540 million yuan.
King & Wood, said a lawyer, the Commission specified trade union can not serve as a listed company, Neusoft was designed by the trust company shares held on behalf of the employee shares, but the trust company holding potential conflict of interest with the employees, shareholders, employees can not exercise interest, trust company owned by the program so was rejected.
And different views of capital circles is that the application has not been adopted by Liu Jiren because the Commission that Neusoft's educational resources require long-term investment assets, not included in the listing of the business. He said the reason why the Neusoft Group to educational assets into the listed business, mainly to facilitate coordination between various business companies, especially for software outsourcing talent pool available. Neusoft's entire future in the layout, the software outsourcing is the most important business support Neusoft. As the development of software outsourcing most active advocates, Liu Jiren Neusoft has been advocated on the increase investment in software outsourcing.
According to correspondents know, Neusoft Group is already the largest software outsourcing company, engaged in software outsourcing and employs more than 7,000 in 2006, software outsourcing, revenue more than 100 million U.S. dollars, with such as Alpine, Toshiba, Nokia, Sony , NEC, Hitachi, Panasonic, and EMC, a large number of long-term and stable customer base.
Liu Jiren software outsourcing in explaining the development of Neusoft had pointed out that the personnel issue is the biggest problem the software outsourcing development, Neusoft rapid development of software outsourcing business, due to affiliated companies provide a wealth of information on college talent pool.
Neusoft a proposal that the software outsourcing and information coordination between the Neusoft Institute of the future is critical, should be included in listed companies as a whole to the operation of effective coordination.
It is understood that Neusoft has obtained a license issued by the Ministry of Education, allowing for social admissions. However, industry believes that the frequent fluctuations in the company operations, if the impact of school operation by the company's operations, the school will be subject to such frequent fluctuations, and therefore not included in the education business business of the issuer.
The second round of restructuring
In fact, the overall market in addition to the wish of the Group employees, Liu Jiren this as the second transition will be.
Neusoft in the first transition is due to China's software industry, environmental and many other factors, the software business can not be profitable, they will tend to focus on systems integration and digital medical hardware business; this transformation, Neusoft Neusoft with software outsourcing to change the business structure, access to capital market acceptance, and then through the capital market forces the software industry bigger.
Since 2000, with the Internet bubble burst, Neusoft performance all the way down, the stock has been dwindling. It is in this context, Liu Jiren began to seek breakthrough.
First, to develop software outsourcing business, with Neusoft and Panasonic, Alpine and other Japanese companies, the relationship between the software outsourcing business from the start, the progressive development of the EU, the U.S. software outsourcing business, clients include Hewlett-Packard, Nokia, etc.; followed digital enclosure, in Nanhai, Guangdong, Chengdu, Dalian, and the establishment of Information Technology, School of Information set up in the Software Park, Neusoft's software outsourcing business will expand to Dalian, Chengdu, Nanjing and other places.
In addition, Neusoft Group also introduced a strategic shareholders, including SAP, Intel, Philips and other multinational giants. To the end of 2006, in addition to Northeastern University Technology and Industry Group, Warburg Trust and Investment Co., Ltd. are two shareholders, the shareholders also include Neusoft Group Alpine Electronics (China) Limited (19.02% stake), Baoshan Iron and Steel Group Co., Ltd. (holding 13.53%), Toshiba Solutions Co., Ltd. (6.47% stake), Intel Pacific, Inc. (holding 5.80%), Philips Electronics China Limited (owned 2.77%), Alpine Co., Ltd. (owned 2.23 %), SAP, Inc. (holding 1.81%), Toshiba Corporation (holding 0.92%).
With the cooperation of capital, the introduction of these companies Neusoft software outsourcing business. Liu Jiren admitted: "with Toshiba, Alpine co-operation, as Neusoft to the development of R & D outsourcing, paving the way with the Philips, Intel, SAP's co-operation, while paving the way Neusoft on the European and American business." At this point, Liu Jiren Neusoft built for the three business architecture - software outsourcing, digital health care, system integration. However, in addition to all the systems integration business is Neusoft shares, the remaining two businesses share Jieyou Neusoft Neusoft Group and copies, resulting in competition between the two, and there are many problems associated with trading.
Liu Jiren Biao Shi, Neusoft listed as a whole will achieve synergy and integration of three aspects: one is to reduce connected transactions; 2 yes reduce Ji Tuan Yu shares between companies Ye Wu conflict; third is through the management team and the various resources restructuring and improve corporate operational efficiency.
Although the overall market was rejected, but still have expectations Neusoft. Neusoft Listed solicitor general Jiang Wei Po on "IT Times" said, after listing of Neusoft Group is going quite well, including the circulation of the shareholders general meeting of shareholders on the proposal Neusoft also overwhelmingly approved, the delay should be adjustable in the SFC within the scope will not affect the final results Neusoft overall market.
"No such things being compared are normal, after a communication can be a good solution. Neusoft's determination will not be changed in transition." Liu Jiren said.
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